EW gives you an exclusive look at the making of a potential blockbuster: It's based on a best-selling young adult novel and stars one of the fastest-rising actresses in Hollywood... so will ''Divergent'' become the next ''Hunger Games''?

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”Just so you know…Shai’s a hugger.” This is the word on the Divergent set, spoken sotto voce by three different people to a visiting journalist about ”Shai,” better known as Shailene Woodley. Is it a promise? A threat? The actress, 21, is currently ascending the Hollywood ladder at a blistering pace. She’ll play Mary Jane in the Amazing Spider-Man franchise and has the buzzy Sundance favorite The Spectacular Now in theaters in August — the same month she’ll begin work as the star of the highly anticipated adaptation of John Green’s best-seller The Fault in Our Stars. But it’s Divergent, shooting in a chilly Chicago, that rests most heavily on Woodley’s narrow shoulders. Directed by Neil Burger (Limitless) and adapted from the best-selling YA series by Veronica Roth, it’s the launch of a franchise that could rival The Hunger Games and Twilight. It certainly has the requisite elements: Grim dystopian future? Check. Spirited heroine charged with saving the world? Double check. A hunky yet complicated love interest? Duh, of course: His name is Four and he’s played by Theo James (famous for dying in Lady Mary’s bed in season 1 of Downton Abbey). Oh, and it even has an Oscar winner in a supporting role for good measure: Kate Winslet as an Erudite official who craves power.

Despite the cold winds, the cast is clear-eyed, ruddy-cheeked, and as playful as a pack of puppies on this evening in late April. Woodley talks as easily and earnestly about taking a survivalist course (making fire, finding water, building shelter) as she does about her time with George Clooney on the set of 2011’s The Descendants. She sings in between takes. When she says she feels blessed and lucky, you actually believe her.

And as predicted, she does hug you upon introduction — quite warmly, in fact.

Wednesday, April 24, 8 P.M.
The sun is setting and the temperature is dropping at Navy Pier along the shores of Lake Michigan. For those unfamiliar with Divergent, the novel takes place in a future where society is divided into five factions devoted to particular virtues: Abnegation (the selfless), Erudite (the intelligent), Candor (the honest), Amity (the peaceful), and Dauntless (the brave). When children reach the age of 16, they take a test to determine where their natural aptitudes place them. Our heroine, Beatrice ”Tris” Prior, discovers she’s ”divergent” — an extraordinary result meaning she’s suited for more than one faction. Tris leaves her Abnegation family behind and chooses Dauntless. Much of this first installment deals with the grueling physical and psychological trials for initiates, including tonight’s scene, which is the Divergent version of capture the flag. Without giving away too much of the twisty plot, let’s just say that being divergent puts Tris in danger and right at the center of serious government unrest.

Though Divergent is set in the future, Roth’s book makes clear that it’s Chicago, and the filmmakers have followed suit. ”Every movie these days they’re like, ‘Let’s shoot this in Canada or Louisiana or Romania because it’s cheaper,”’ says director Burger. ”I didn’t want digital landscapes or CGI skylines. This is great for the story and it’s great for Chicago and it’s great for the movie.”

Veronica Roth lives in Chicago and has visited the production regularly (her mother will have a cameo). When she first saw the set and the physical manifestation of her imagined world, she was happily overwhelmed. ”That first day I think I just stared at everything for five hours and couldn’t even form a sentence,” says the author, 24.

Tonight is particularly cold, which doesn’t make for the best outdoor shooting conditions. The actors are shivering. But Woodley and Zoë Kravitz — fast friends from the beginning of production — still giggle together after each take. When Theo James trips on something off camera, Woodley teases him: ”Hard day at the office, bro?”

11:30 P.M.
Michael Burns, the vice chairman of Lionsgate, is visiting the set for the first time, which sends a ripple through the cast and crew. He’s borrowed a puffy orange coat about three sizes too big, and is huddling with producers Douglas Wick and Lucy Fisher behind the monitors. The feeling of harmony on the set is a credit to Wick and Fisher, who lead by example: The veteran producers (The Great Gatsby and Gladiator, to name a few) are familial and warm to everyone. (Even journalists — Wick pranks his EW visitor by whipping out his cell phone and pretending to berate his private masseuse, and then his personal chef.) When it’s time for Burns to depart, he slaps Wick on the back and says, ”Make a great movie, would you?”

It continues to get colder. Jai Courtney, who plays a Dauntless instructor, swings by to say hello. He greets Wick with a hug and watches Woodley on a monitor. ”She’s going to be such a big f —ing star,” he says quietly.

1:15 A.M.
Woodley enters a cavernous conference room during a break that, despite the absurd hour, is technically considered lunch. Her hair has been lightened a few shades — though not enough for some Divergent devotees. ”I don’t read any of that stuff,” she says. ”I actually forget there’s a fan base. But then I’ll talk to a publicist who’ll say, ‘If this turns out to be a Twilight or a Hunger Games, this or that might happen.’… But you can’t think like that.” In fact, Woodley almost didn’t take the part. ”My agents were like, ‘Are you f —ing crazy?’ But I said if this movie is successful, things will change and I don’t want that.” She was also coming off a five-year run on The Secret Life of the American Teenager. ”After that series I never want to sign a contract for more than a year again. It’s a big part of your life and once you sign…,” she sighs. (Woodley’s Spider-Man life, by the way, just got more complicated. At press time, EW learned that her story line is being bumped from the second movie to the third. ”Of course I’m bummed,” she says in an email. ”But I am a firm believer in everything happening for a specific reason…. Based on the proposed plot, I completely understand the need for holding off on introducing [Mary Jane] until the next film.”)

Woodley discussed whether she should make Divergent with both her mother and her Descendants director, Alexander Payne. After a night of soul-searching, she decided to take the plunge. ”What I like about Tris is that she isn’t perfect. She’s not a superhero — she’s not Katniss. She doesn’t know how to shoot a bow and arrow, she’s not a badass by nature,” she says. ”And I really responded to her and Four’s relationship. It’s authentic and human and genuine.” These qualities are clearly of paramount importance to Woodley, who cites them often. (”I keep using those words, and I always will.”) She’s grateful that costar James is similarly minded. ”He’s the perfect Four,” she says. ”We’re not into the industry and have separate lives outside of it. That’s refreshing. I don’t know what I would do if Four was played by someone who cared what he looked like or spent more time in front of the mirror than I do.”

2:30 A.M.
”It’s after 2 a.m. — shouldn’t we be doing this over drinks? Let’s have a drink.”

At 28, Theo James is older than his 18-year-old character in the book, but there’s been minimal grumbling from fans, perhaps due to the actor’s brooding good looks. James was suggested to the filmmakers only after a parade of younger actors didn’t make the cut. ”I didn’t know that they’d been through the casting rigmarole for a while,” he says. ”We talked about Four having a kind of strength and centeredness that is a bit older.”

James didn’t know much about Divergent when he signed on. ”A fan base is kind of fun and exciting — it means people are invested emotionally,” he says. ”But — and everyone probably says this — you can’t buy into the hype because then you’re f — ed. Also, I’m a big believer of it’s not something till it’s something. You know? There’s no guarantee of anything.”

James has been conducting this entire interview in his adopted American accent. When it’s pointed out to him that the other Brits in the cast did not, he grins and drops his voice to a whisper: ‘P—ies. All of them.”

Thursday, April 25, 9:15 P.M.
The Ferris wheel at Navy Pier has been distressed to convey futuristic decay. Woodley and James are about 80 feet in the air, perched on the rungs of the ladder that runs up one of the wheel’s support beams. Cameramen in a cherry picker float beside them. They’re shooting a pivotal moment in the story — the first frisson of attraction, which is revealed when Four steadies Tris by putting a hand on her hip. Other actors have come by just to watch.

One of them, Ansel Elgort, 19, is a lanky, handsome kid who recently graduated from high school and still lives with his parents in New York City. His only other film credit is a remake of Carrie, out in October. But in a few weeks it will be announced that he’s snagged the part of Augustus Waters opposite Woodley in The Fault in Our Stars. This could get a little weird because in Divergent he plays Woodley’s brother, Caleb. ”From brother to lover,” Woodley later jokes.

11 P.M.
Woodley and James are still working on their scene, made trickier by the height, the narrowness of the ladder, the winds. Burger, ever calm and low-key, suggests small adjustments. As the pair crawl back down for another take, Woodley kicks James by accident. ”I didn’t mind it,” he assures her. She laughs, then looks over the side. ”I just want to jump!”

Burger calls ”Action!” and they begin again: This time, when James grabs Woodley by the hip, the look they exchange is so fizz-filled and loaded you can feel it even by the subpar light of a small rectangular monitor. Back on the ground, Wick and Fisher smile at each other.

12:30 A.M.
Neil Burger eats quickly during a break. ”That wheel is crazy,” the director says. ”They’re in a seriously precarious position. They’re under physical stress and they have to perform — and they’re doing it.” He’s clearly pleased with his cast. ”It’s a sane group, a really talented group.”

He remembers that after completing Limitless, he was sent piles of scripts and books to consider. One of them was an advance galley of Divergent. ”It sat on my desk and I didn’t look at it for a year. But it was always near the top,” he says, smiling. ”I loved it because I thought it was an epic story about one young woman’s journey…from being kind of meek to finding herself and becoming strong. To becoming a badass, really.” He has an 11-year-old daughter who’s a fan of the books. ”She’s got definite opinions on what people are doing or saying or wearing.” He laughs. ”I have my own critic on staff.”

The second film in the trilogy, Insurgent, has been all but greenlit. Asked if he’s going to be involved in that movie, the director jokingly looks around the makeshift mess hall for Wick and Fisher. ”I think I am?” He laughs. ”Can you let me know if you find out?”

  • Movie
  • PG-13
  • 140 minutes
  • Neil Burger